The Securities and Exchange Commission sued Big Apple Consulting USA, MJMM Investments, Marc Jablon, and Mark Kaley over their promotion and sale of CyberKey stock. CyberKey’s CEO fabricated a Department of Homeland Security contract, while Big Apple and its affiliates received millions of deeply discounted shares, promoted the supposed contract, and sold hundreds of millions of shares. The district court granted the SEC partial summary judgment and a jury found the defendants liable under the Securities Act and Exchange Act. The Eleventh Circuit affirmed. The court held that Janus Capital’s definition of “making” a statement under Rule 10b-5(b) did not control Securities Act §17(a), whose text covers obtaining money by means of another person’s material misstatement. It also held that, under the pre-2010 version of Exchange Act §20(e), “knowingly” included severe recklessness, and that the evidence supported a deliberate-ignorance instruction in this civil enforcement case. The instruction properly required awareness of a high probability of fraud and deliberate efforts to avoid learning the truth. The court upheld summary judgment because Big Apple, MJMM, and Jablon were underwriters or dealers that could not use the §4(1) registration exemption; their rapid, profit-driven trading showed an intent to distribute. The court also upheld the exclusion of unsupported expert testimony and irrelevant or unauthenticated evidence. Finally, sufficient evidence supported Kaley’s scienter, including his awareness of red flags and failure to investigate. The judgment was affirmed.